Transfer Taxes and Tax Elections Sample Clauses

Transfer Taxes and Tax Elections. (a) All transfer, documentary, recording, sales, use, stamp, registration, value added or other similar Taxes, charges or fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (“Transfer Taxes”) shall be borne and paid by the Buyer when due. The party responsible for preparing any Tax Returns or other documents under the Law with respect to such Transfer Taxes shall, at Buyer’s expense, timely file any Tax Return or other document with respect to such Transfer Taxes or fees (and the other party shall cooperate with respect thereto as may be reasonably necessary).
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Transfer Taxes and Tax Elections. (a) Where permitted by Applicable Law, Buyer or the applicable Designated Buyer Affiliate and the applicable Seller of the Ontario Assets and Quebec Assets shall each execute on Closing and file a joint election under section 22 of the ITA and the corresponding provisions of any other applicable taxing statute or regulation, within the prescribed time periods, in respect of the Accounts Receivable of the applicable Seller included in the Purchased Assets and shall designate in such election an amount equal to the portion of the Purchase Price allocated to such Accounts Receivable as the consideration paid by Buyer therefor.
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Transfer Taxes and Tax Elections. (a) Where permitted by Applicable Law, Buyer or the applicable Designated Buyer Affiliate and Metro LP will execute on the BC Closing and file a joint election under section 22 of the ITA and the corresponding provisions of any other applicable taxing statute or regulation, within the prescribed time periods, in respect of the Accounts Receivable of Metro LP included in the Metro Operating Assets and shall designate in such election an amount equal to the portion of the Purchase Price allocated to such Accounts Receivable as the consideration paid by Buyer therefor.
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Transfer Taxes and Tax Elections. Rxx and Seller shall jointly and severally pay all Commodity Taxes in respect of the transfer of the Rxx Interests. MDS shall, as required by law, remit direct to the appropriate Governmental Authority, all GST, sales and transfer Taxes, registration charges and transfer fees payable by it in respect of the purchase and sale of the Rxx Interests under this Agreement, and upon the request of Rxx and Seller, the payor shall furnish proof of such payment.
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Transfer Taxes and Tax Elections. (a) Subject to Section 2.2(d), Purchaser agrees to be fully responsible for the payment of all Transfer Taxes (if any) that may be due and payable under the Stamp Act of The Bahamas in connection with the transactions contemplated by this Agreement (including, without limitation, any Transfer Taxes that may be due and payable under the Stamp Act of The Bahamas as a result of any acquisition financing activities of Purchaser or its Affiliates (the “Financing Related Stamp Duty”) and as a result of the repayment of existing indebtedness in connection with the transactions contemplated by this Agreement pursuant to Section 5.9, including the release of collateral) (such amount of all such Transfer Taxes, exclusive of the Financing Related Stamp Duty, but including, for the avoidance of doubt, all such Transfer Taxes that may be due and payable with respect to the issuance, if any, of the Consideration Units, the “Acquisition Related Stamp Duty”), whether before, at, or after Closing. Purchaser agrees to cooperate with Seller in the making of satisfactory arrangements with the Bahamian Governmental Authorities with respect to all Transfer Taxes (if any) that may be payable in connection with the transactions contemplated by this Agreement (other than the Financing Related Stamp Duty), including allowing Seller to lead and conduct all meetings and discussions with the relevant representatives of the Bahamian Governmental Authorities to the extent such meetings and discussions relate to the Acquisition Related Stamp Duty, and, for the avoidance of doubt, Purchaser shall not enter into any definitive arrangements with the Bahamian Governmental Authorities in respect of the Acquisition Related Stamp Duty without obtaining the prior written consent of Seller. Purchaser’s obligations under this Section 5.5(a) to pay any Transfer Taxes (other than Financing Related Stamp Duty) shall not exceed the Escrow Amount and, if paid following the Closing, shall be satisfied from the Escrow Amount; provided, however, that Seller shall be responsible for any Shortfall, payable in accordance with Section 2.2(d). For the sake of clarity, in the event Vopak exercises its rights under Section 2.6 of the Unitholders Agreement (such transaction, the “Vopak Tag-Along”), any Transfer Taxes due and payable in connection with the Vopak Tag-Along will be payable to the applicable Governmental Authorities by Vopak and/or Purchaser in the same manner as contemplated by this Section 5.5(a).
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Transfer Taxes and Tax Elections. (1) Subject only to Section 2.12(2), and unless required by Applicable Law, the Purchaser will be liable for and pay directly to the appropriate taxing authority or other Governmental Authority within the required time period, all Taxes, if any (but excluding any Taxes based upon the income, revenues or capital receipts of the Vendor), including for greater certainty any provincial sales taxes properly payable in connection with the transfer of the Assets.
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Transfer Taxes and Tax Elections. (a) Subject to Section 2.2(c), Purchaser agrees to be fully responsible for the payment of all Transfer Taxes (if any) that may be due and payable under the Stamp Act of The Bahamas in connection with the transactions contemplated by this Agreement (including, without limitation, any Transfer Taxes that may be due and payable under the Stamp Act of The Bahamas as a result of any acquisition financing activities of Purchaser or its Affiliates (the “Financing Related Stamp Duty”) (such amount of all such Transfer Taxes, exclusive of the Financing Related Stamp Duty, but including, for the avoidance of doubt, all such Transfer Taxes that may be due and payable with respect to the issuance, if any, of the Consideration Units, the “Acquisition Related Stamp Duty”), whether before, at, or after Closing. Purchaser’s obligations under this Section 5.5(a) to pay any Transfer Taxes (other than Financing Related Stamp Duty) shall not exceed the Escrow Amount and, if paid following the Closing, shall be satisfied from the Escrow Amount; provided, however, that Seller shall be responsible for any Shortfall, payable in accordance with Section 2.2(c).
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Related to Transfer Taxes and Tax Elections

  • Taxes and Tax Returns Each of Cascade and its Subsidiaries has duly and timely filed (taking into account all applicable extensions) all material Tax Returns that were required to be filed by it, and all such Tax Returns are true, correct and complete in all material respects. Neither Cascade nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business). All material Taxes of Cascade and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid other than Taxes that have been reserved or accrued on the balance sheet of Cascade or its Subsidiaries or which Cascade and/or its Subsidiaries is contesting in good faith. Each of Cascade and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, shareholder, independent contractor or other third party. Neither Cascade nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of Cascade and its Subsidiaries for all years to and including 2007 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither Cascade nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any Tax of Cascade and its Subsidiaries or the assets of Cascade and its Subsidiaries. Cascade has made available to Home true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither Cascade nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Cascade and its Subsidiaries). Neither Cascade nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was Cascade) or (b) has any liability for the Taxes of any person (other than Cascade or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither Cascade nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither Cascade nor any of its Subsidiaries has participated in a listed transaction within the meaning of Treasury Regulation Section 1.6011-4(b)(2) (or any predecessor provision) and neither Cascade nor any of its Subsidiaries has been notified of, or to the knowledge of Cascade or its Subsidiaries has participated in, a transaction that is described as a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(1). At no time during the past five (5) years has Cascade been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. There are no Liens for Taxes upon the assets of Cascade or any of its Subsidiaries other than Liens for current Taxes not yet due and payable. As of the date hereof, neither Cascade nor its Subsidiaries has knowledge of any conditions which exist or which may fail to exist that might prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code. No claim has ever been made by any Governmental Entity in a jurisdiction where Cascade or a Cascade Subsidiary does not file Tax Returns that Cascade or such Subsidiary is or may be subject to taxation by that jurisdiction. Neither Cascade nor any of its Subsidiaries has filed an election under Section 338(g) or 338(h)(10) of the Code. Neither Cascade nor any of its Subsidiaries has agreed, nor is it required, to make any adjustment under Section 481(a) of the Code by reason of a change in accounting method or otherwise that will affect its liability for Taxes.

  • Tax Returns and Tax Payments (i) The Company has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company by a taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company.

  • Tax Returns and Taxes Each Obligor has filed all material Tax returns and Tax reports required by law to have been filed by it and has paid all Taxes thereby shown to be owing, except any such Taxes which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with generally accepted accounting principles shall have been set aside on its books.

  • Transfer Taxes On the Closing Date, all stock transfer or other taxes (other than income or similar taxes) which are required to be paid in connection with the issuance, sale and transfer of the Securities to be sold to each Buyer hereunder will be, or will have been, fully paid or provided for by the Company, and all laws imposing such taxes will be or will have been complied with.

  • Taxes and Tax Withholding (i) The Recipient acknowledges that under United States federal tax laws in effect on the Award Date, the Recipient will have taxable compensation income at the time of vesting based on the Market Value (as defined below) of the Common Stock on the Vesting Date. The Recipient shall be responsible for all taxes imposed in connection with the Award, regardless of any action the Company takes with respect to any tax withholding obligations that arise in connection with the Award. The Company makes no representation or undertaking regarding the adequacy of any tax withholding in connection with the grant or vesting of the Award.

  • Transfer Taxes and Fees Any and all sales, excise, use, value-added and similar taxes, fees or duties assessed or incurred by reason of the sale by Seller and the purchase by Buyer of the Purchased Assets hereunder shall be shared equally between the Seller and Buyer, regardless of which Party such taxes, fees or duties are assessed against.

  • Taxes and Returns (a) The Purchaser has timely filed, or caused to be timely filed, all material Tax Returns required to be filed by it, which such Tax Returns are accurate and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Purchaser Financials have been established in accordance with GAAP. Schedule 3.10(a) sets forth each jurisdiction where the Purchaser files or is required to file a Tax Return. There are no audits, examinations, investigations or other proceedings pending against the Purchaser in respect of any Tax, and the Purchaser has not been notified in writing of any proposed Tax claims or assessments against the Purchaser (other than, in each case, claims or assessments for which adequate reserves in the Purchaser Financials have been established in accordance with GAAP or are immaterial in amount). There are no Liens with respect to any Taxes upon any of the Purchaser’s assets, other than Permitted Liens. The Purchaser has no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by the Purchaser for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return.

  • Sales and Transfer Taxes Seller and Purchaser shall be equally responsible for the payment of all transfer, recording, documentary, stamp, sales, use (including all bulk sales Taxes) and other similar Taxes and fees (collectively, the “Transfer Taxes”), that are payable or that arise as a result of the P&A Transaction, when due. Seller shall file any Tax Return that is required to be filed in respect of Transfer Taxes described in this Section 8.3 when due, and Purchaser shall cooperate with respect thereto as necessary.

  • Amended Tax Returns (a) Subject to Section 4.4 and notwithstanding Section 2.1 and Section 2.2, a Party (or its Subsidiary) that is entitled to file an amended Tax Return for a Pre-Distribution Tax Period or a Straddle Tax Period for members of its Tax Group shall be permitted to prepare and file an amended Tax Return at its own cost and expense; provided, however, that (i) such amended Tax Return shall be prepared in a manner consistent with (and the Parties and their Affiliates shall not take any position inconsistent with) past practices of the Parties and their Affiliates or supported by an unqualified reasoned “should” or “will” opinion of a Qualified Tax Advisor, unless otherwise modified by a Final Determination or required by applicable Law, the IRS Ruling, the Tax Representation Letters, or the Tax Opinions; and (ii) if such amended Tax Return could result in one or more other Parties becoming responsible for a payment of Taxes pursuant to Article III or a payment to a Party pursuant to Article IX, such amended Tax Return shall be permitted only if the consent of such other Parties is obtained. The consent of such other Parties shall not be withheld unreasonably and shall be deemed to be obtained in the event that a Party (or its Subsidiary) is required to file an amended Tax Return as a result of an Audit adjustment that arose in accordance with Article IX.

  • Taxes; Net Payments All payments by Borrower hereunder and under the Revolving Note and the Term Note to the Agent or any Lender shall be made without set-off or counterclaim and in such amounts as may be necessary in order that all such payments, after deduction or withholding for or on account of any present or future taxes, levies, imposts, duties or other charges of whatsoever nature imposed by any Governmental Authority or taxing authority thereof (collectively, “Taxes”), shall not be less than the amounts otherwise specified to be paid under this Agreement. The Borrower shall pay all Taxes when due and shall promptly send to the Lender original tax receipts or copies thereof certified by the relevant taxing authority together with such other documentary evidence with respect to such payments as may be required from time to time by the Agent. If the Borrower fails to pay any Taxes to the appropriate taxing authorities when due or fails to remit to the Agent or Lender any such original tax receipts or certified copies thereof as aforesaid or other required documentary evidence, the Borrower shall indemnify the Agent or Lender within thirty (30) days of demand by the Lender or Agent for any taxes, interest or penalties that may become payable by the Agent or Lender as a result of such failure. Notwithstanding the foregoing, (i) the Borrower shall not be liable for the payment of any tax on or measured by the net income of any Lender pursuant to the laws of the jurisdiction where an office of such Lender making any loan hereunder is located or does business, and (ii) the foregoing obligation to gross up the payments to any Lender so as not to deduct or offset any withholding taxes or Taxes paid or payable by the Borrower with respect to any payments to such Lender shall not apply (x) to any payment to any Lender which is a “foreign corporation, partnership or trust” within the meaning of the Code if such Lender is not, on the date hereof (or on the date it becomes a Lender under this Agreement pursuant to the assignment terms of this Agreement), or on any date hereafter that it is a Lender under this Agreement, entitled to submit either a Form W-8BEN or any successor form thereto (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or Form W-8ECI or any successor form thereto (relating to all interest to be received by such Lender hereunder in respect of the Loans) of the U.S. Department of Treasury, or (y) to any item referred to in the preceding sentence that would not have been imposed but for the failure by such Lender to comply with any applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections of such Lender with the United States if such compliance is required by statute or regulation of the United States as a precondition to relief or exemption from such item.

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